Voting trust agreement 1. The voting trust agreement allows a stockholder to place his or her stock shares in trust so that they may be voted by a person other than the shareholder himself or herself. It is thus another device of maintaining control in a closely held corporation. 2. The following voting trust agreement provides the date the agreement will become effective, the naming of a trustee, the naming of a successor trustee, how the voting shall be created, the form of the voting trust certificate, the rights of the trustee, the distribution of dividends from the stock, and how the voting trust shall be terminated.
Form: Voting trust agreement VOTING TRUST AGREEMENT This Agreement made and entered into on, by and between [name], (herein referred to as "Stockholder") and [name], (herein referred to as the "Trustee"). Stockholder is the owner [number], shares of [name], a Texas Corporation, representing percent ( %) of the issued and outstanding shares of the Corporation; and Stockholder and Trustee deem it to be in their best interests to establish an Agreement for the direction of the affairs of the Corporation and to unite the voting power in the Trustee as hereinafter provided; and Stockholder and Trustee desire to enter into this Agreement pursuant to the terms of Article [specify] of an Agreement between them dated : NOW, THEREFORE, the Parties, for the consideration of the mutual terms of this Agreement and other good and valuable consideration, have entered into this Agreement: 1. EFFECTIVE DATE 1.1 This Agreement shall become effective as of the date when signed by Stockholder. 2. TRUSTEE 2.1 There shall be one (1) Trustee of this Trust who shall serve for the entire term of this Trust in the absence of his removal, resignation or death. a. Death of Trustee The rights and duties of the Trustee shall terminate on his death, and none of the rights or duties of the Trustee may be transferred by will, devise, succession, or in any manner except as provided in this Agreement. b. Resignation The Trustee may resign at any time by mailing or personally delivering to the Stockholder a written resignation effective upon the date stated therein. c. Successor Trustee If a vacancy occurs in the position of Trustee, the Stockholder shall appoint a successor Trustee. Each successor Trustee shall have, upon his acceptance of the position of Trustee, all the rights, privileges and powers and all the duties and obligations of the
original Trustee hereunder, and the term "Trustee" as used in this Agreement shall include any such successor Trustee. 3. EXCHANGE OF SHARES FOR VOTING TRUST CERTIFICATES 3.1 Stockholder, simultaneously with the execution of this Agreement, shall assign and deliver one (1) or more stock certificates totaling [number], shares of the Corporation to the Trustee, to be held subject to the terms of this Agreement. All certificates representing shares of the Stock shall be made out in the name of the Trustee, or so endorsed, or be accompanied by such instruments of transfer as to enable the Trustee to cause such certificates to be transferred into [his or her] name. The Trustee shall immediately cause the Stock to be transferred to [himself or herself], as Trustee, on the books of the Corporation, and shall endorse on the face or back of any stock certificate held by him hereunder the following statement: "This certificate is held subject to a Voting Trust Agreement dated, a copy of which is in the possession of the Trustee thereunder and of the Corporation at its principal office." 3.2 In return the Trustee will issue and deliver to each Stockholder a Voting Trust Certificate representing the [number], shares transferred to the Trustee. a. Form of Certificates: Voting Trust Certificates shall be in substantially the following form: VOTING TRUST CERTIFICATE Number Shares This is to certify that [name], has transferred to the undersigned Trustee the stated number of shares of common stock of [name], a Texas corporation, to be held by the Trustee pursuant to the terms of a Voting Trust Agreement dated effective as of, a copy of which has been delivered to the above named Stockholder and filed in the office of the Corporation at [address]. Stockholder, or [his or her] successor or successors in interest, will be entitled to receive payments equal to all cash dividends collected by the Trustee on the above stated number of shares, and to the delivery of a certificate or certificates for that number of shares on the termination of the Voting Trust Agreement, in accordance with its provisions. The holder of this Certificate, by the acceptance of it, ratifies and adopts the Voting Trust Agreement, and agrees to be bound by all of its provisions, as fully as if the terms of the Agreement were set forth in this certificate. Signed on. Trustee
4. RIGHTS OF TRUSTEE 4.1 Until the termination of this Agreement, the Trustee shall have the exclusive right, without the consent of the owners of the outstanding Voting Trust Certificate, to exercise, in person or by [his or her] nominee of proxy, all the Stockholder's rights and powers with respect to all Stock evidenced by the Voting Trust Certificate, including the right to vote and to take part in or consent to any corporate or stockholder action of any kind whatsoever. The holder of Voting Trust Certificates shall have no right, with respect to any stock, to vote, or take part in or consent to, any corporate or Stockholder action of the Corporation. 4.2 The Trustee shall exercise reasonable and prudent care in the business and management actions and decisions which shall be made when he votes those shares of the Stockholder evidenced by the Voting Trust Agreement. 4.3 The Trustee shall not be liable for [his or her] acts hereunder in the ordinary course of business, however he or she shall be liable for [his or her] own willful conduct or gross negligence. 4.4 The Trustee shall serve hereunder without compensation. The Trustee shall have the right to incur and pay such reasonable expenses and charges, including but not limited to, the right to employ and pay such agents, attorneys and other persons, as [he or she] may deem necessary and proper for carrying out the terms of this Agreement. Monies to pay any such expenses or charges incurred by the Trustee may be deducted pro rate by the Trustee from the dividends or other monies or property received by the Trustee on the Stock; and the Trustee may assess the Stockholder therefor. Stockholder shall pay to the Trustee at [his or her] office the amount so assessed within ten (10) days after the date of mailing of the assessment by the Trustee. Anything herein to the contrary notwithstanding, the Trustee shall not be obligated to deliver to any Stockholder who is delinquent in the payment of any such assessment any Stock, Voting Trust Certificate, dividends, monies or other property until such assessment has been paid in full. Nothing herein contained shall disqualify the Trustee or incapacitate [him or her] from serving the Corporation as an officer of director, or in any other capacity, from receiving compensation in any such capacity or from dealing or contracting with the Corporation. 5. DIVIDENDS 5.1 The Stockholder shall be entitled to receive from the Trustee payment equal to the cash dividends received by the Trustee on the Stock. If any dividends are declared in stock of the Corporation which has voting power, the Trustee shall retain such stock which shall be deemed to have been deposited under the terms of this Agreement, provided that the Trustee shall notify Stockholder of the declaration of such dividends. Stock dividends declared in stock without voting power shall be assigned immediately to the Stockholder by the Trustee. The Trustee shall, within thirty (30) days after the receipt by [him or her] of any stock dividend, issue additional Voting Trust Certificates to the Stockholder to reflect the respective rights of the Stockholder in such stock.
6. TERM AND TERMINATION 6.1 This Voting Trust Agreement shall become effective on the date hereof and shall continue in effect until the death of Stockholder. The Trust Agreement may also, however, be terminated by unanimous written agreement by all the parties to this Agreement. 6.2 Upon termination of this Agreement, the Executor of the Stockholder's estate shall surrender the Voting Trust Certificate(s) to the Trustee, who in turn shall then deliver unto the Executor of the Stockholder's estate an equivalent amount of stock certificates. 7. VOTING TRUST CERTIFICATES 7.1 All Voting Trust Certificates issued hereunder shall be issued, received and held subject to the terms of this Agreement. Every person, firm, partnership, limited partnership, corporation or other party entitled or becoming entitled to receive Voting Trust Certificates representing Stock, and their successors and assigns, upon accepting any Voting Trust Certificate issued under this Agreement, shall become parties to and be bound by the provisions of this Agreement with the same effect as if they had executed this Agreement. 7.2 Any Stockholder who validly sells his or her Voting Trust Certificate shall cease to be a party to this Agreement and shall have no further rights hereunder. 8. GENERAL AND ADMINISTRATIVE 8.1 Parties Bound. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns. 8.2 Assignment. Neither Party shall have any right to transfer or assign [his or her] interest in this Agreement without the prior written consent of the other party. 8.3 No Waiver. The failure or delay in the enforcement of the rights detailed herein by either party shall not constitute a waiver of the other party's rights or be considered as a basis for estoppel. The party may exercise its rights herein despite the delay or failure to enforce the rights. 8.4 Dispute or Contest. In the unlikely event that a dispute occurs or an action in law or equity arises out of the operation, construction or interpretation of this Agreement, the losing party shall bear the cost of the attorney's fees and costs of the action incurred by the prevailing party. 8.5 Paragraph Headings. The paragraph headings used herein are descriptive only and shall have no legal force or effect whatever.
8.6 Use of Pronouns. The use of the neuter singular pronoun to refer to the Parties described herein shall be deemed a proper reference even though the Parties may be an individual, a partnership, a corporation, or group of two or more individuals, partnerships or corporations. The necessary grammatical changes required to make the provisions of this Agreement apply in the plural sense where there is more than one party to this Agreement, and to either corporations, partnerships or individuals, males or females, shall in all instances, be assumed as though in each case fully expressed. 8.7 Texas Law. This Agreement shall be subject to and governed by the laws of the State of Texas. Any and all obligations or payments are due and payable in [address]. 8.8 Severability. If any provision of this Agreement shall, for any reason, be held violative of any applicable law, and so much of the Agreement is held to be unenforceable, then the invalidity of such a specific provision herein shall not be held to invalidate any other provisions herein, which other provisions shall remain in full force and effect unless removal of the invalid provisions destroys the legitimate purposes of this Agreement, in which event this Agreement shall be canceled. 8.9 Entire Agreement. This Agreement shall represent the entire agreement by and between the Parties hereto except as otherwise provided herein, and it may not be changed except by written amendment duly executed by all parties hereto. 810 Notices. All notices or other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be considered as properly given if mailed from within the United States by first class mail, postage prepaid. Signed on. Stockholder Trustee